TORONTO, March 18th, 2022 (GLOBENEWSWIRE) — CHAR Technologies Ltd. (“CHAR Technologies” or the “Company”) (TSX Venture Exchange: YES) is pleased to announce it has completed the non-brokered private placement (the “Offering”) first announced in its news release on February 9, 2022. In response to investor demand, the size of the Offering was increased from $3,000,000 to $4,605,000, as announced in the Company’s March 8th, 2022, news release, and further increased to $4,894,881, as announced in the Company’s March 16, 2022 news release.
In connection with the closing of the Offering, the Company issued an aggregate of 10,877,514 units (the “Units”) at a price of $0.45 per Unit for gross proceeds of $4,894,881. Each Unit consists of one common share in the capital of the Company (a “Share”) and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an exercise price of $0.60 per Share until September 17th, 2023, which is 18 months from the date of issuance.
Andrew White, Chief Executive Officer for CHAR states; “We are extremely pleased with the interest in this financing, and look forward to advancing our projects in California, Ontario and Québec. This financing will also increase our capacity to evaluate and provide renewable energy solutions to additional opportunities in North America. With the increased interest in reliable clean energy, CHAR is well positioned to become a global leader and develop a decarbonized circular economy.”
Insiders of the Company acquired an aggregate of 700,005 Units in the Offering, which participation constituted a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the insiders, nor the consideration for the Units paid by such insiders, exceed 25% of the Company’s market capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report relating to the Offering less than 21 days before completion of the Offering, which is necessary to complete the Offering in an expeditious manner and is reasonable in the circumstances.
CHAR Technologies intends to use the net proceeds of the Offering to advance the development of both contracted and earlier stage projects and for general working capital needs.
The Company will pay aggregate finder’s fees of $159,962.72 and 355,472 Share purchase warrants (the “Finder’s Warrants”) in connection with subscriptions from subscribers introduced to the Offering by Leede Jones Gable Inc.. Each Finder’s Warrant is exercisable to acquire one Share in the capital of the Company at an exercise price of $0.60 per Share until September 17th, 2023, which is 18 months from the date of issuance.
The Offering remains subject to final approval of the TSX Venture Exchange.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities.
The Board of Directors has approved the grant of 1,819,076 stock options to employees, directors and officers of CHAR, which are exercisable into common shares of CHAR at a price of $0.45 per common share in accordance with Policy 4.4 and subject to the rules of the TSX Venture Exchange, and CHAR’s Omnibus Long Term Incentive Plan. The options have a term of five years and will expire on March 17th, 2027. CHAR also announces that its Board of Directors has approved the grant of 198,948 Restricted Stock Units (“RSUs”), which vest with time and performance over the following 36 months, in accordance with TSX Policy 4.4, subject to the rules of the TSX Venture Exchange and the Corporation’s Omnibus Long Term Incentive Plan. The RSUs have a term of five years and will expire on March 17th, 2027.
About CHAR Technologies
CHAR Technologies Ltd. is a cleantech development and services company, specializing in organic waste pyrolysis and biocarbon development, custom equipment for industrial air and water treatment, and providing services in environmental management, site investigation and remediation, engineering, environmental compliance and resource efficiency.
For further information, please contact:
Andrew White Mark Korol
Chief Executive Officer Chief Financial Officer
CHAR Technologies Ltd. CHAR Technologies Ltd.
T: 866 521-3654
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ” U.S. Securities Act “), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Statements contained in this press release contain “forward-looking information” within the meaning of Canadian securities laws (“forward-looking statements”) about CHAR and is business and operations. The words “may”, “would”, “will”, “intend”, “anticipate”, “expect” and similar expressions as they relate to CHAR, are intended to identify forward-looking information. Such statements reflect CHAR’s current views and intentions with respect to future events, and current information available to CHAR, and are subject to certain risks, uncertainties and assumptions, including those risk factors discussed or referred to in CHAR’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada, including the Management Discussion & Analysis dated January 31, 2022 and available under CHAR’s profile on www.sedar.com. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, CHAR does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and CHAR undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.